2010 (8) TMI 1176 - HC - Companies Law

Summary

Issues Involved:
1. Liability of Directors for Company Debts
2. Application for Leave to Defend
3. Allegations of Fraud and Misrepresentation
4. Piercing the Corporate Veil

Summary:

1. Liability of Directors for Company Debts:
The primary issue was whether the appellants, as erstwhile Directors of M/s. Dawson Leasing Limited, could be held personally liable for the company's debts. The court emphasized that a company is a separate legal entity from its directors and shareholders. Directors owe fiduciary duties to the company but not contractual duties to third parties unless they have provided personal guarantees or engaged in fraudulent misrepresentation. The court cited the principle from *Salomon vs. Salomon & Co. Ltd.* and subsequent cases, affirming that directors are not personally liable for company debts unless specific exceptions apply.

2. Application for Leave to Defend:
The appellants filed an application for unconditional leave to defend the suit, arguing that the suit was not maintainable under Order XXXVII of the Civil Procedure Code and that they were not personally liable. The trial court dismissed this application, stating that no triable issue was raised and decreed the suit in favor of the respondents. However, the High Court found that the trial court failed to establish how the appellants were personally liable and granted the appellants unconditional leave to defend the suit.

3. Allegations of Fraud and Misrepresentation:
The respondents alleged that the appellants had "deceitfully defrauded" them by inducing them to invest in non-convertible debentures and then dishonoring the cheques issued. The court noted that fraud must be pleaded with particularity and proved meticulously. The respondents' allegations were found to be vague and unsupported by detailed evidence. The court highlighted that the respondent No.4 was himself a Director of the company and involved in the decision to issue the debentures, undermining the fraud allegations.

4. Piercing the Corporate Veil:
The court considered whether the corporate veil could be pierced to hold the directors personally liable. It concluded that the respondents had not made a sufficient case to justify piercing the corporate veil. The court reiterated that lifting the corporate veil is an exception to the principle of separate corporate personality and is only justified in cases of fraud, tax evasion, or other specific circumstances. In this case, no such justification was provided.

Conclusion:
The High Court set aside the judgment and decree dated 18.09.2009 of the Additional District Judge, granting the appellants unconditional leave to defend the suit. The matter was remitted back to the trial court for trial in accordance with the law. The appeal succeeded, and the case was directed to proceed on 20.09.2010.